Encompass Health Corporation
October 5, 2020
Page 3
We have assumed the genuineness of all signatures, the legal capacity of each natural person signing any document reviewed by us, the authority of each person signing in a representative capacity (other than with respect to the Opinion Guarantors) any document reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all copies submitted to us or filed with the Commission as conformed and certified or reproduced copies, and the absence of duress, fraud or mutual mistake of material facts on the part of the parties to any agreement with respect to which an opinion is expressed herein.
In conducting our examination of documents, we have also assumed that, to the extent such documents purport to constitute agreements, such documents constitute valid and binding obligations of such parties and, except with respect to the Opinion Guarantors,
| (i) | the power, corporate or other, of all parties thereto to enter into and perform all obligations thereunder, |
| (ii) | the due authorization by all requisite action, corporate or other, thereof, and |
| (iii) | the due execution and delivery by such parties of such documents. |
As to any facts material to our opinion, we have made no independent investigation of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company and Guarantors. We have further assumed that the Public Certificates have been properly given and are accurate as of the date thereof and as of the date of this opinion.
Our opinions set forth herein are limited in all respects to the Idaho Uniform Limited Liability Company Act and Idaho Business Corporation Act, and we do not express any opinion with respect to the federal laws of the United States or of any other jurisdiction, or any effect which such laws may have on the opinions expressed herein. The opinions set forth below are limited to the laws, including the rules and regulations, as in effect on the date hereof, which laws are subject to change with possible retroactive effect, and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws, rules or regulations or the interpretations thereof or such facts.
Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:
| 1. | Each of the Opinion Guarantors is validly existing under the laws of the state of Idaho. |